


Fairy Muscle

by snakebit1995



Category: Fairy Tail
Genre: F/F, Growth, Muscle, Muscle Growth
Language: English
Status: Completed
Published: 2016-12-01
Updated: 2017-03-26
Packaged: 2018-09-03 16:01:08
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 20
Words: 17,046
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8719963
Author URL: https://archiveofourown.org/users/snakebit1995/pseuds/snakebit1995
Summary: In a different universe Fairy Tail is an all women's guild. New mage Lucy Heartfilia is excited to enter but when she does she finds out her dream guild isn't what she thought it was, before long she's pulled into a world of buff amazons





	1. Chapter 1

_Italics indicate thinking_

**This is a new story involving Muscle Growth and Fairy Tail. It's structured similar to my Fatty Tail story in that it's about Lucy joining an all-female Fairy Tail.**

* * *

**Lucy's POV**

"This is it, I've finally made it." I smiled looking at the large guild hall "Fairy Tail, the guild of legends."

_This is the first step to my new life!_

I opened the doors with a smile and looked in at the guild full of women, only to gasp at the sight. It was loud, rambunctious and full of women…women who were all wearing sports bras, yoga pants and showing off various degrees of muscle. They were all lifting weights and working out, it looked more like a gym than a guild.

I nervously approached what looked to be a bar where I saw a woman waving to me. She seemed nice enough, she had long white hair, a model like face and was waiting a pink dress that hugged her toned body.

"Hello there." She smiled "Can I help you?"

"I'm Lucy Heartfilia." I shook her strong hands.

"Mirajane." She smiled "Just call me Mira."

"This is Fairy Tail correct?" I asked.

"Sure is." She laughed before pausing "Something wrong."

"Oh no it's just…not quite what I expected." I sighed "Umm I was looking to join."

"Wonderful." Mira clapped "I'll get the forms!"

Mira left and came back with a stack of papers for me to fill out, there were so many! When I was done Mira stamped a pink Fairy Tail mark on the back of my hand, she pressed so hard I thought I was gonna break.

"Who's this cutie?"

I looked over and saw a tan skinned woman in a blue sports bra and yoga pants walked over to me, she had strong muscles on her body, she seemed to be brimming with power, she shook my hand and I felt like my arm was gonna get pulled off.

"Hahaha you're so weak!" she laughed.

"Hey." I pouted.

"Cana this is Lucy, she just joined us." Mira explained handing the woman what looked to be a protein shake.

"Oh cool." Cana smirked "So you joined us, so how long till you really join us?"

"What do you mean?" I asked.

"Surely you can see how we look." She laughed pumping up her bicep.

"Fairy Tail has three key points to live by." Mira smiled "A strong heart, a strong mind and-."

"RAAH!" she flexed her arms towards her core "A strong body!"

"I never knew that." I gasped softly "So that's why everyone here is so muscular, I'm surprised I've never heard that about Fairy Tail."

"It's a thing we only adopted a few months back when we changed Masters." Mira said "I'm sure you'll meet her soon, she's out at a conference right now but will be back in a couple of days."

"So, Lucy are you gonna bulk up like us?" Cana asked "I bet you'll love being so strong."

"I…I mean if it's the rules around here I guess I should." I nodded "I've never really imagined myself as muscular but it could be interesting, how do I do it, just start working out?"

"Well that's what you'll have to do later, but we have ways to start you out." Mira said "Come with me, you'll want to do this in private."

I followed Mira and Cana to a back room, both larger women towering over me as their muscles rippled. We entered a sort of infirmary like room and Mira told me to take a seat on a stool.

"What is that!" I yelped when she pulled out a needle.

"We're gonna give you a jumpstart." Mira smiled "These are called Super Muscle Steroids, one shot and you'll look toned in minutes, unfortunately it's very dangerous to use too frequesntly or in high doses so we only give small amounts to new members, after that they have to train to get bigger the traditional way, so are you ready?"

"Man I hate needles." I gulped holding my arm out "Okay, let's do this."

"HMPH!" I bit my lip as Mira injected me "HAA!"

"It's fast acting." Cana laughed.

"HMMM!" I fell to my knees as a pressure built up in my body "OH!"

I felt sore all over as my muscles started to get bigger and more defined, my biceps popped to life as they gained some inches in size, my shoulders and back soon followed. My top stretched and started to split as my pecs got larger and pushed up my large breasts. My core tightened like a knot as my smooth belly became a set of six pack abs and I let out another few groans as my thighs and calves grew, my body now toned with strong muscle.

"Oh…wow." I looked at myself "This feels…kinda nice."

"You look awesome." Cana hugged me, our strong bodies colliding together "How do you feel."

"Strong." I flexed my arm for the first time "I think I like this."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy gets used to working out and meets the master.**

**Till Next Time!**

 


	2. Meeting the Master

_Italics indicate thinking_

* * *

**Lucy's POV**

"Hmmm." I smiled looking at myself in the mirror, a new outfit on my body.

Since my old clothes weren't going to fit my now toned body Mira had offered me some new workout clothes, a pink sports bra and tight black jogging pants. Looking at myself in the mirror I couldn't help but feel good, the muscles on my arms, my new abs, all of it made me feel hot…it made me feel strong.

I grabbed my bag and headed for the guild for my first major day, I was supposed to join Cana and another member for my first morning workout, I had gotten a taste of these muscles and now I had to maintain them…and make them bigger.

As I walked the streets of Magnolia, feeling my tight ass and thigh muscles flexing, I noticed a lot of people checking me out, marveling at my powerful body.

I arrived at the guild and saw Mira was already there, she was at the bar, preparing protein shakes and energy drinks for the day. She waved and told me Cana was out back in the training field.

"Good Morning." I smiled walking out and seeing Cana wearing her blue workout clothes.

"Morning Lucy, ready for your first day?" she smiled.

"Sure am." I nodded before turning to the girl with her "Hello, I'm Lucy."

"Hi." She shook my hand with her strong hands "I'm Levy, nice to meet you."

Levy was a member of the guild, I could see the mark on her shoulder, she was wearing a tight set of orange yoga pants and sports bra that hugged her toned chest and legs.

"Alright ladies let's get our workout started." Cana smiled walking towards some machines "Lucy since this is your first day we'll start you off a little lighter, here let's knock out a few hundred pushups."

"A few hundred!" I gasped.

"Come on look at us." Levy flexed her arms "Trust me when I say a few hundred will feel like a cake walk, it's barely a warm up."

Cana and Levy both dropped low and started pumping up and down, I joined them on the ground and pushed up. I grunted as I pushed and soon I was in a fluid motion, my shoulders stretching as my delts and biceps helped move my body.

_Holy crap this is so easy! I used to struggle with pushups but now…I'm burning through them in dozens and not even breaking a sweat._

"GRAAA!" I grunted as I reached nearly 300 pushups.

"Great!" Cana stood up and stretched "Don't relax yet Lucy you've barely started."

"What else do you have?" I smirked.

"Oh, she wants a challenge." Levy laughed.

"Then let's see you take on this." Cana gestured to the bench press "I've already racked 250 pounds on there, let's see you take a few reps."

"Alright." I nodded laying down.

_I can barely lift the bar back home…will I really be able to bench 250 pounds?_

"GRRR!" I grunted lifting the heavy bar and starting to push up, it took me a second but soon my muscles pushed back and lifted the weights up, I was shocked at how light they felt, like picking up a simple box of office supplies.

Cana and Levy smiled and went to their own machines to work out, Levy doing leg lifts and Cana flexing her chest and arms on the rowing machine.

"So." I grunted as I lifted the weights "How come you two decided to get buff?"

"Because I wanted to look hot!" Cana laughed gesturing for me to get up so she could use the bench press.

I obliged her and switched machines, sitting down to tug and pull with the rowing machines, my back muscles straining with excitement.

"What about you Levy?" I asked.

"Well, it's kinda embarrassing." She blushed still doing leg lifts "You see the other girls who started, their chests got a little bigger so I figured if I did than my small chest would grow too, I got some nice pectorals but no real boobs unfortunately, but my legs look great!"

"Well I think you look nice." I smiled.

"Thanks." She blushed a little more.

"Hey guys!" Mira called "The Master is back!"

"Awesome, come on Lucy she'll love to meet you." Cana said racking her weights.

I followed Levy and Cana inside, all of us slightly warm from our workout and out bodies strained from getting stronger. Inside there was a woman sitting at the bar and she was amazing.

She was taller than me by a good foot, she had long red hair that reached down to her mid back, her body was incredibly toned, I had never seen someone with so much rippling muscle, she had legs like tree trunks and arms that looked like they could shatter lumber, her breasts were large and displayed proudly above her pectorals as her sports bra like top showed off her back and shoulder muscles, and her abs, it was like a ten piece washboard. Her legs were dressed in jogging shorts that hugged the cut body she was the owner off, truly this amazon of a woman was the master of this guild.

"Hello there." She smiled walking over to me "I'm Erza, Master of Fairy Tail."

"Lucy Heartfilia, it's nice to meet you." I said shaking her hand.

_Holy crap she's so strong!_

Even with my new muscles I felt week in her grip.

"Well Lucy I'm sure we'll be happy to have you." Erza smiled "If you ever have any questions just ask."

"Actually, I do have something I wanted to ask." I said.

"Go right ahead."

"Not that I mind of course." I said flexing a bicep to show her "But why change Fairy Tail from a simple mages guild into this glorified gym?"

"Well it's a little complicated." Erza laughed "I originally just trained normally but soon I saw how good I looked, how good I felt being strong so Mira suggested I work out, soon she joined me and before long the whole guild was interested in getting stronger, our bodies gradually got toned and soon we were becoming buffer like body builders. Soon everyone was trying to get and big as possible." Erza bounced her breasts with her pecs "I'd say it's worked out well for us. Would you agree Lucy?"

"Yeah I know I only joined yesterday but I've never felt this great." I said rubbing my abs "I can't wait to get even stronger."

"Oh Lucy." Erza draped a hand over my shoulder "I think you're gonna fit in great here "You've got a lot of potential."

"You really think so?" I asked "That means a lot to me."

"Lucy consider yourself my apprentice." Erza laughed "Together you and I will become the stronger, sexiest women on the planet!"

"Okay." I smiled.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy gets her spirits into the mix and after that Erza takes her on her first job.**

**Till Next Time!**

 


	3. Testing Her Strength

_Italics indicate thinking_

* * *

**Lucy's POV**

"HMMM!" I stood in the weights area of the guild lifting 50 pound barbells in each hand.

My biceps rippled and my triceps flexed softly as I worked out with the others girls, all of us trying to get stronger.

"Looking good Lucy." Erza smiled watching me work out, she was nearby casually lifting a 75 pound cowbell.

"Thanks." I smiled stretching my sore muscles "I'm starting to love that training regime you recommended."

"I'm glad, just stick with me and you'll be a beefy babe before you know it." Erza laughed.

"What I'm not now?" I smirked flexing my pecs to make my boobs rise up.

"Well I never said that." Erza winked.

"Say Lucy." Cana walked over a small layer of sweat on her skin "before you got jacked like us what kind of magic were you using?"

"Oh I'm a Celestial Spirit Wizard." I said "I summon spirits from the Celestial world to fight for me, although I doubt I'll need to do that anymore."

"Will your spirits be upset about that?" Erza asked.

"Umm, I hadn't thought about that, I should probably summon them and check." I laughed pulling out two keys "Virgo! Aquarius!"

There was a slight puff of smoke and a maid and mermaid appeared before me.

"What do you want-Jeez what the hell happened to you!" Aquarius snapped.

"I've been working out." I laughed flexing a bit.

"You look very strong now Princess." Virgo blinked calmly.

"Thanks Virgo." I smiled "I just wanted to let you guys know I probably won't be needing you as much now that I've gotten strong like this."

"Okay." Virgo blinked "Than I will also get strong so you can still rely on me."

"Huh?" Aquarius looked at her.

"Let us also become strong muscular warriors that can defend the Princess." Virgo told her fellow spirits "Any time you are in a bind please call us, in the mean time we will train."

"That was weird." Cana laughed.

"That's how they are." I sighed rubbing my forehead.

"Lucy you haven't taken a job yet have you?" Erza said.

"No that's right I haven't." I nodded "And I could use some money."

"That's no problem, I was just about to take a quest myself, why don't you accompany me on this mission?" She asked.

"That sounds awesome." I smiled

* * *

**A few days later.**

Erza and I had gone to some island to deal with a few mages ruining the place. We had been split up in an attack with Erza going to take on the leader while I had to deal with the side kick, a rude bratty girl named Sherry, she had magic that let her make inanimate objects into living dolls.

"GRR!" I pushed back at her huge rock golem.

"How the hell are you standing up to that thing!" Sherry yelled "It's pure rock there's not way a normal human can push it back."

"Well good thing Fairy Tail isn't a normal guild!" I growled lifting up and throwing the golem back "We're stronger than normal."

_Holy crap that felt great, I didn't realize I had gotten so strong!_

"HMPH!" I lifted the girl up by the collar as her golem crumbled to pebbles "Seems without your hard shell you're just a creamy center."

"Put m down!" she started kicking.

"I don't think so, we need to train that flimsy body of yours." I laughed "I think the girls at the guild will like you."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Feel Free to suggest things for the girls to do!**

**Till Next Time!**

 


	4. Sherry Joins

_Italics indicate thinking_

* * *

**Lucy's POV**

"We're back!" Erza and I called walking into the guild with our latest recruit, Sherry.

"Welcome back!" Mira waved her strong arms "And who's this?"

"Sherry's going to be joining us." Erza patted the girl on the back forcefully.

"Ow!" Sherry groaned.

"Well welcome." Mira smiled "Let's get you set up, you'll be ready in no time."

Sherry filled out all her forms and Mira told her to follow her to the back.

"You two can some watch if you want." Mira smiled at Erza and I.

"It's been a bit since I watched someone get the shot." Erza laughed.

"Okay I'll come." I nodded.

We headed into the infirmary where Mira had Sherry sit down and readied a needle full of Super Muscle Steroids. I felt an urge deep down that I hadn't felt before, I wanted to reach out and shoot up with those roids right there, I had heard Mira say they were addictive…but could just seeing them trigger a need for them, I had only used them once, and in a small dose at that.

"Okay, here we go." Mira smiled injecting Sherry's arm.

"HAA!" the girl hissed as all her muscles flexed.

Sherry groaned as her body started to get more and more toned, her arms thickened up as her biceps and triceps bulged out, her sizable bust rose higher as her pecs stretched and her back pulled tight to fix her posture. Sherry moaned as her dress stretched and tore, unable to keep in her awesome strength.

"GRR!" she gritted her teeth as she got bigger in one last rush, getting close to my size and gaining sexy abs.

"GRRAAA!" she roared flexing hard and ripping her dress more "SO POWERFUL!"

"Looking good." Erza smirked as the girl calmed down.

"How's it feel?" I asked her.

"Amazing." She flexed some more "I used to be so dainty but look at me now, I'm jacked!"

"You look amazing too." Erza nodded.

"At first I thought you two were crazy for wanting to look like this but now I see the appeal." Sherry laughed "Though I will need better clothes."

"Don't worry we can take care of that." Mira said "Come with me."

Mira and Sherry left and Erza and I stood there before heading to work out.

"You felt it right?" Erza asked "The urge?"

"Huh?"

"You wanted to use the growth steroids, right?" she asked "Now you see why we control it so much, only Mira and I have magic access. Just the small dose we give new comers is enough to give them an urge for more."

"How come you keep it secure in the locked in there?" I asked "If everyone is looking to get buff why not just let them use the stuff when they wanted."

"Well first don't you think it's more fun to build muscle naturally?" she smiled before getting stern "But truthfully it's because if you use too much too frequently it can cause fits of "Strength rage"."

"What's that?" I asked nervously.

"Well it's mostly like what it sounds, if you take to much you're filled with an intense desire to show off your strength and while enraged it's temporarily boosted. We've only ever had one case…I was less than pleasant when it happened."

"It happened to you?" I asked.

"It was when we first started using, we didn't know any better at the time." She sighed "But I ended up knocking down a few walls and uprooting a few trees in the process."

"Yikes." I gasped.

"Exactly, we don't want that happening on the regular." She smiled "Now let's work out!"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest what you want to see in the future.**

**Next Time- Lucy gets kidnapped and struggles to use her strength to fight the elements.**

**Till Next Time!**

 


	5. Kidnapped

_Italics indicate thinking_

* * *

**Lucy's POV**

"Alright I'm gonna head home for the night." I told the girls at the guild, picking up my bag.

"See you later." The all waved as I left for my apartment.

"HMM!" I hummed walking down the street, my powerful legs pumping as I walked "I'm loving Fairy Tail, I can't wait to work out again tomorrow."

As I walked I felt kind of funny, like someone was following me. I turned around and saw a woman following me, she was an inch or to shorter than me, was wearing a blue overcoat and seemed to be quiet.

"Who are you, and why are you following me?" I glared.

"Juvia is on a mission." She said "To take you home."

"Grr." I hissed "That damn woman, I'm not going back!"

"That is not an option." She said.

"Yes it is!" I growled throwing a powerful punch at her "HA!"

That punch took her head clean, off, I had neve planned to do that, suddenly there was a water noise and she reformed.

"Water Magic!" I gasped "GURG!"

I was wrapped up in a bubble with no time to react, trapped and drowning.

* * *

**Later**

"Let me go." I tried to untie my hands.

"Juvia cannot do that, she's told you that already." The girl sighed "We must wait till morning for someone to pick you up, could you please not make such a fuss?"

"I'm gonna make a fuss cause I don't want to go home." I said "I hate my mother and she'll hate me, she'll make me lose all my muscles, I love my life now I'm not going back to being held in some ivory tower to be used in business deals."

"Juvia understands but Juvia must do her job." She blinked calmly "Although Juvia would be sad to see you reduced away like that."

"What?" I asked.

"Juvia…thinks you look good like that." She blushed "Juvia wishes she could be so strong."

"You really think so." I smiled "Well what do you think about THIS!"

I flexed my arms and ripped the ropes off, standing up and pulling my arms near my core to flex for my captor.

"Wow." Juvia gasped.

"Everyone in my guild is as stunning as this." I flexed my arm "So why don't you let me go, leave whatever's holding you back like I did, come to Fairy Tail, you can be as stunning and strong as me."

"Juvia…couldn't…" she frowned.

"Why not, don't you want Abs like these?" I flexed my muscles as I named them "Or biceps like this, or these glutes or maybe my big traps?"

"Could you…really get Juvia a place at Fairy Tail?" she asked.

"Sure thing." I smiled "I assume that means I can go free though right?"

* * *

**Later**

"I can't believe all that happened." Erza told me "I'm sorry we weren't there to help you."

"It's okay I took care of it." I smiled "And I made a new friend."

"Is it okay for Juvia to join you."

"Of course,." Erza smiled "But I will be keeping my eye on you."

"Juvia knows."

"Now, let's get you ripped." I said.

Erza accompanied us to the infirmary and got a needle of steroids ready for Juvia.

"Here you go." Erza said injecting the girl.

"GRR!" Juvia moaned as she started getting buffer.

Juvia had taken off her coat and was just wearing a tank top and skirt which allowed us to see her grow, her biceps rose as her arms got bigger and her chest quickly sat higher on her chest as her pecs began to support the globes, her calves became more visible as the muscles in her leg and core packed on to give her a more amazon like frame.

"Ha…ha…" Juvia panted looking at her tight muscular body "Incredible, it felt even better than Juvia expected."

"You look amazing." Erza smiled "Come on let's go get you some clothes."

"Hey Erza." I called as she left "I've got a favor to ask you?"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy Stands up for herself.**

**Till Next Time!**

 


	6. Mother

_Italics indicate thinking_

* * *

**Lucy's POV**

"It's been so long since I've been home, I wonder what Mother will think of me." I thought as I walked towards my old home grounds.

I was going home to confront my mother, to show her I was happy as I was now, I didn't want to be her little girl and I wanted to be my own strong woman. Unfortunately my plan got off to a slow start as when I got there I was put in a poofy dress to hide my muscles and sent to meet her.

Soon I was called in to see my mother, she was at her desk writing, it was a simple desk with a nameplate, Layla Heartfilia. She looked kinda like me…only not buff.

"Lucy." She smiled raising her head to look at me "I'm so glad your home."

"Mom…" I looked at her "Hey"

"It took longer than I expected but I'm glad you're away from that guild and back where you belong." She said "I've been hearing so many rumors."

"Why don't you trust me to be an adult." I said "I can do what I want, make my own choices."

"I'm just looking out for you." Mom said.

"Looking out, you had me kidnapped!" I yelled.

"I knew you wouldn't like it in a guild, right here is where you belong, living the easy life, working living here."

"Fairy Tail has things I could never have known if I stayed here." I told her "I love it there, I'm free, not forced to do what you tell me, those rumors you heard…NGH!"

I reached up and ripped the dress off, my muscles on display in my workout outfit.

"Those rumors are true!" I flexed "Thanks to Fairy Tail, I'm free to by myself, strong and independent!"

"Oh my god." She gasped.

"That's right take a long look at how sexy I've gotten mother." I smirked flexing my biceps "This is what I want to be, not something for you to hold up on display, with these, I'll never be under someone ever again. I'm big strong Lucy now. Get used to it Mother, this is me now."

She stared at me awestruck "It's just…my little girl."

"I'm not so little anymore." I smirked flexing my pecs "Trust me mother, I've never felt this alive, working out, being buff and strong, it all so good. Fairy Tail is great…and I'd love for you to see it and trust me."

"What?" she asked.

"Come with me to Fairy Tail." I smiled holding her hand "I can see you looking at me, trust me you'll love it, don't you want to see what it's like to be this strong?"

"N-No you're my daughter." She blushed when I made her rub my abs "Stop this!"

"I'm not stopping." I leaned in more "I can feel you moving you hand, you want to feel how strong I am, I can make you strong like me."

"I…yes." She blushed feeling my tight body "You're so large and strong, I'm starting to like this Lucy."

"HMM!" I reached into my bag "I'm glad to hear that, I have something for you."

I pulled out a syringe "Let's pump you up, Erza gave me this to help you get started."

"Wait." Mom shook her head "This is…I shouldn't."

"Too Late." I injected her arm.

"UGH!" Mom hissed as her body tightened up and started to grow.

The veins in Mom's neck popped as her muscles started to grow, her dress rapidly got tight on her body as she beefed up expertly, growing larger and larger, her clothes splitting as her arms refused to be contained, her pecs making her already stunning breasts bigger.

"GRRAAA!" She yelled as her dress ripped and her toned body was allowed to be displayed.

"Nice." I clapped.

"It's a little embarrassing." She blushed covering her body on which her old clothes barely fit.

"Don't worry we'll get you some workout clothes." I smiled "Soon we'll be the strongest mother daughter team around."

"Hm." She flexed her arm with me "You know we look more like sisters."

"Hahaha." I laughed "Alright then we'll be the strongest and sexiest sisters around."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Lucy works out with some other members of the guild.**

**Till Next Time!**

 


	7. Sisters

_Italics indicate thinking_

* * *

**Lucy's POV**

"Looking good." I smiled as Layla got dressed in her work out clothes, ready for her first day at the guild.

"Thanks, it's a little embarrassing to wear so little." She blushed rubbing her abs "But I like it."

Yesterday the two of us got back to Magnolia and it was late so I said I'd bring her to the guild tomorrow.

"So Lucy, you've brought in another new member." Erza laughed.

"Yeah." I smiled "This is my sister Layla."

"Sister?" Erza smirked "I thought you asked for that dose for your mother."

"Well…" I smirked back.

"I see, I must have misheard." Erza laughed "Well your sister is more than welcome here."

"Well Lay I'll leave you to look around." I told my new sister "Just have fun, I'll be working out outside if you need me."

"Not having you call me Mom…I kinda like it." She blushed.

"Me too sis." I laughed walking off.

I left my sister at the bar and saw Mira was quick to come talk with her, I in the meantime headed to work out in the yard. When I got out there two women were working out, one with long green hair, wearing a leather cowboy vest over her bra, another had short lavender hair and was skipping with a workout jump rope.

"Oh Bisca, Laki." I smiled at the two ladies "Nice to see you."

"Hey Lucy." Bisca said stopping her bicep curls and standing up.

Bisca was taller than me so I had to look up at her tall amazon body.

"You weren't around yesterday." Laki said wiping her brow "Good to see ya."

"Thanks." I said dusting my hands and preparing to do some deadlifts.

"GRAA!" I easily lifted up 200 pounds like it was nothing "HAA!'

"Go Lucy." Bisca laughed as she joined me.

"Whoa." Laki gasped "Lucy you're over there too?"

"Huh?" I stopped lifting and looked over.

I saw Layla standing there watching me.

"Nah, that's just my twin sister Layla." I said.

"I didn't know you had a sister." Bisca said.

"She looks strong, is she?" Laki smirked.

"I'm not sure, she only just got into this, let's see what she can do, Layla!" I called out "Come here."

Layla walked over, her muscles twitching and her soft parts bouncing "What's up dear…I mean Sis."

"Try and lift this." I gestured to the weights I just used "Let's see what you got."

"Okay." She nodded standing before the weights and squatted "NGH!"

"Don't push yourself, lift with your legs." I said encouraging her.

"Look at her flex!" Bisca cheered "YEEHAW What a babe!"

"GRRAAAHHH!" Layla lifted the bar over her head and held the heavy weights up "HAA!"

She threw the weights down as they bounced off the floor.

"You're sisters incredible Lucy." Laki said while doing push ups.

"You girls are great." Bisca laughed "I love having you here."

"See you're popular already." I smiled at her.

"Thanks, I like it here." She smiled back "Wanna work out some more together?"

"Sure sis, let's get stronger together."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Till Next Time!**

 


	8. Tower of Heaven

_Italics indicate thinking_

* * *

**Lucy's POV**

"I'm looking good." I smiled tying my bikini top up.

Erza, Juvia and I were on a trip to the beach to relax and work out. I hadn't realized I had gotten so big, my bikini top was stretched so tight across my strong but busty chest I couldn't help but smile at how sexy I looked.

"Morning." I walked out and saw Erza and Juvia, both clad in tight bikinis, Erza's was dark black and Juvia's was purple with white dots on it.

"That looks good on you." Erza smiled "So ready for a beach day of relaxing and working out?"

"Can't wait." I smiled.

"Juvia is excited to finally spend time with her friends." The water witch smiled.

"Great." Erza said as we walked out onto the sand, the soft gains spreading between my toes "Let's start with a run, a few miles should get us sweating to start."

The three of us started a smooth jog, it was a little rough to run on the sand but that just made us work harder and I quite enjoyed it, the soft and cushy sand under my feet getting kicked up as my powerful legs stomped down. As the sun started to rise the heat built up and we broke out into a small sweat that made our toned bodies glisten under the sun.

As we went to an area Erza had reserved to start lifting weights I noticed that the other people arriving at the beach were giving us a look, I smirked at them and flexed my arms up to show off a bit, some of the girls and men blushed and a few looked on in disgust not happy to see such buff women.

"It's not bad to get watched while you work out is it?" Erza smirked doing crunches.

"This is the first time anyone outside the guild has watched me." I blushed doing a few bicep curls with some heavy dumbbells "It's exciting."

The three of us went back to lifting, working out and exercising on this make shift muscle beach that Erza had created. We worked our tight ripped bodies before suddenly the sun was setting, the whole day wasted away working out, and I didn't even care.

Afterword the girls and I decided to go to the casino for a little relaxation, we of course looked great in our tight dresses that showed off our tight bodies. Things were going well before suddenly strange people arrived and demanded Erza come with them, Juvia and I were ready to fight them off but we were knocked out with magic before we could help her.

* * *

**Later**

**Erza's POV**

"Ugh…" I groaned waking up tied to a wall with metal chains.

"Oh you're awake Erza!" a girl smiled at me.

"Millianna." I gasped "It really was you."

"I guess I don't look much like how you'd remember me." I blushed as my dress hugged my muscular body.

"You certainly grew up." She smiled.

"You too." I said looking at her womanly frame.

"Thanks…" she mumbled.

"Millianna let me go." I made a demand.

"I can't do that." She said sternly "You're too important, besides why should I help you?"

"Millianna it's not like that." I begged.

"It's not fair, while we slaved away in this tower you got to relax, and turn into that!" she snapped pointing at my strong arms.

"I…GRR!" I started flexing and pulling at the wall.

"HAA!" she gasped as the screws popped off and I ripped the chains off the wall to free myself.

"HMM!" I wrapped her in a powerful hug "I need you to trust me Millianna, besides, it's not like you can keep me down anyway."

* * *

**Lucy's POV**

"RAAH!" I threw a punch at the woman who slyly slid back to dodge.

"This isn't working Lucy we can't hit her, our attacks are strong but too slow." Juvia panted next to me.

"Let me think…" I sighed as the pink haired woman named Ikaruga tapped her foot and began to draw her sword.

"Don't you have spirits?" Juvia asked "I bet they can help."

"That's it!" I cheered pulling out a key **"Virgo!"**

There was a puff of smoke and my Maid spirit appeared, but she was looking amazing, she was in a black with white frilly bikini that showed off her new muscular body that rivaled even Erza.

"Wow Virgo, you've been working out!" I smiled as she started punching and attacking Ikaruga.

"Thank you Princess." She smiled "But if you think I'm incredible you should see Aquarius she's even bigger."

"Hmph why don't I give you some help then." I smirked kissing another key and placing it in some water Juvia made **"Aquarius!"**

"HHM!" I heard a hum as the now buff mermaid entered the room.

"Holy crap!" I gasped "Looking at you!"

Aquarius breasts were pushed up high as her new pectorals carried her bust, her arms were like tree trunks brimming with muscular bundles of strength. Her tail looked thicker and packed full of tighter muscle as well.

"I never expected you to get so into it!" I gasped as she quickly restrained the sword fighter.

"Well you were right, this feels good." She blushed with a smirk "I guess I owe you one."

"Sure thing." I laughed "Come on Juvia let's go find Erza"

* * *

**Later**

After the stuff at the Tower of Heaven the rest of us took time to relax at the hotel, Erza's friend Juvia staying with us. Needless to say Erza was quick to offer Millianna a place in the guild and a dose of Steroids to start out and the cat lover looked great with all that extra meat on her bones, such a cute tight little butt.

I couldn't wait to get back to the guild, Erza said a festival was coming up and it was sure to be a blast.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- The Miss Fairy Tail Contest!**

**Till Next Time!**

 


	9. Miss Fairy Tail Contest

_Italics indicate thinking_

* * *

**Lucy's POV**

"Another exciting morning." I sighed stepping into the warm water of the shower, feeling it run down my body and soothe my muscles.

"Morning Lucy." Layla walked in "You mind if I split the shower with you?"

"Sure come on in Sis." I smiled.

She stripped down and joined me in the hot water. We both giggled a bit as our hard toned bodies slightly rubbed together.

"Hmm Lucy." She gasped as my legs rubbed between hers.

"You're looking better every day." I reached up and rubbed her big strong breasts.

"You too." She smiled running her hands between my thighs and up into my tight hole.

"HMM! Oh Layla." I moaned "HMMM!"

"Lucy!" she moaned back as I rubbed her inner walls.

My sister and I both moaned as we pleasured each other in the shower, the two of us rubbed our muscular bodies together, grabbing and pinching each other on our muscular bodies, both of us brimming with pleasure.

"Oh, I think I'm gonna cum!" I moaned.

"Yes…me too!" She moaned back.

"HAAAA!" we both moaned cumming furiously.

"Wow…that was great." I panted "But we should get dressed, we have to go help the guild with the festival."

"Yeah you're right, let's get dried off." Layla said as we stepped out of the shower and toweled off.

We got dressed in the usual sports bras and tight work out pants before heading to the guild to set up for the Harvest Festival. It was nice setting up the guild with everyone but then a new person I hadn't met before came in and started making a fuss.

"Where's Erza?" She asked.

The girl was buff, nearly as muscular as Erza, was waring a green set of work out clothes, her brown hair was tied up and her face decorated with eyeglasses.

"Evergreen." Erza walked up "It's been a while since you came back to the guild, it looks like your training went well."

"Of course it did." Ever flexed her biceps "And now I'm ready, I challenge you for the title of Master of Fairy Tail."

"Come on we both know I was selected." Erza said "Why should I offer it to you when I one it fair and square."

"That was over a year ago, we've both changed." Ever said "And I'm much stronger than you now."

"Hmph, do you really think so, alright I'll take you on in the Miss Fairy Tail Contest, if you win I'll make you Master, and I'll even throw in a special prize for the winner."

"Miss Fairy Tail contest?" I asked Levy.

"It's like a pageant we hold every year to find the most beautiful women in the guild." She explained "Although this year I here their changing up the usual rules, I'm entering, are you?"

"Sounds like a lot of fun." I smiled "I wonder what the prize is?"

* * *

**NO POV**

"Welcome lovely guests to the Miss Fairy Tail Contest!" Millianna smiled acting as the Emcee for the event "We've got a great group of eight girls all vying for your cheers this year. The contest is divided into three rounds this year, at the end of each round we'll cut out the lower half of contestants, so in the first round the bottom four are eliminated, in the second the bottom two and then in the third it'll be a one on one."

"So, let's start the first round: Bodybuilding!" Millianna cheered "The ladies of Fairy Tail are gonna come out here and show off their wonderfully sculpted bodies, you'll write down your favorite and the four with the most votes will move too round two, now let's meet our first contestant Cana!"

The brown haired beauty walked out in an orange bikini, her muscular body shimmering with a light application of oil, she walked to center stage and started to pose, she pumped up her biceps towards her head, smiling as she showed off her strong cut body.

"Next We have one of our newer members Juvia!"

The muscular water witch walked out in her polka dot purple bikini, turning her back to the crowd and flexing her traps, deltoids and other upper back muscles, the veins clearly defined on her body.

"Contestant three is the lovely Mirajane!"

Mira walked out in a sexy pink bikini, a rare time she was out of her dress. She smiled at the crowd as she sensually brought her hands over her head before swinging them down for her core to flex her arms, abs and chest, all the while she had a sexy smile on her face.

"Number 4 it's our guild master Erza!"

The big beefcake that was Erza stomped out, powerful muscle rippling under her black bikini. She lifted her right arm and flexed her bundles of bicep muscle, kissing the bulge before bouncing her tits around with her strong pecs, the crowd roaring with approval.

"Contestant Number 5, Levy!"

The petite muscular bookworm walked out in a tiny orange striped bikini, she showed off her very tight legs before turning her back to the crowd and flexing her tight butt, driving a wedgie into herself.

"Number 6, the bull of a cowgirl, Bisca!"

The green haired babe walked out in a plain purple bikini, flexing her core before squatting and pumping up her biceps.

"Number 7 is a popular up and comer in Fairy Tail, Lucy!"

The blonde mage walked out in a flower patterned white bikini. She stepped up and held her arms to her sides like an Egyptian, flexing her large arms before turning and lifting her arms up to flex them and her back.

"And our final contestant Evergreen!" Millianna introduced the large amazon of a fairy.

Ever was in a zebra stripped bikini that hugged her muscular but curvy body, she quickly began posing, pumping up and bouncing her tits, showing off her sexy chiseled legs and smiling for the crowd all the while.

The other seven girls came out and all of them stood in a line to do one final pose.

"Okay now it's time to cast your votes, which of these four great ladies will move on too compete in round too?" Millianna asked.

The votes slowly rolled in and were tabulated before they were ready to be presented.

"Okay let's see that score board!" Millianna cheered.

**8-Bisca- 387 votes**

**7-Juvia- 413 votes**

**6-Cana- 430 votes**

**5-Levy- 485 votes**

**4-Lucy- 503 votes**

**3-Mirajane- 538 votes**

**2-Evergreen- 550 votes**

**1-Erza- 569 votes**

"And there's our top four for round 2, Erza, Ever, Mira and Lucy!" Millianna announced "Thanks to Levy, Cana, Juvia and Bisca for competing, better luck next year. Now let's get ready for Round 2: Weightlifting!"

* * *

**Lucy's POV**

"I can't believe I passed round 1 you're all so much prettier than me." I blushed.

"Don't put yourself down Lucy you look great." Mira smiled.

"She's right." Erza smirked

"You should all concede and give me the victory now so you don't get embarrassed." Ever scoffed.

"Okay Round 2 is Weightlifting." Millianna said "Each girl will step up and lift the bar over their head for five seconds, they get to choose how much weight they want to try and lift but if they fail to keep it up for five seconds they get a ZERO! We'll decide the order by drawing straws since going early or late might affect it."

"Here everyone take one." Millianna said "Shortest goes first longest goes last."

"hmm." We all nodded and took out a stick.

"Oh drat I'm going first." Ever hissed.

"Second." Mira smiled.

"Thrid." Erza smirked.

"I'm last." I nodded.

"Okay, let's get started with Evergreen!" Millianna cheered bouncing off.

"Hmph, watch and get ready to despair ladies." Ever smirked putting weights on her bar "I'm going for 450."

"Hmm." Ever got her hands all dusty with chalk and squatted down "RAAH!"

She hefted the massive bar over her head and held it up high as the timer ticked, her body unwavering as she slowly reached the limit.

"HMPH!" she dropped the weights "Beat that."

"Up second it's Mira!"

"I'll try 500." Mira smiled.

Mira lifted the weights with ease, but she struggled to keep them above her head and ended up dropped them too early.

"Oh no, Mira gets a Zero." Millianna pouted "Better luck next time, let's move on to number 3 Erza!"

"I'm doing 500 too." Erza smirked "HRAAA!"

The Master easily lifted the weights above her head as the time ticked down, she barely moved as all I think she could have kept them up there for more like five minutes instead of five seconds.

"And lastly it's Lucy!" Millianna smiled.

"I've as good as won." Ever smiled.

_I only have to beat Evergreen's 450, but I've never lifted anything close to that in my training, but I should at least try worst case I get a zero like Mira._

"I'll do 475." I said setting up the weights. "Here we go."

I bent down and grabbed the bar, I grunted as I felt my muscles quickly straining as the bar went up above my head, this was the most weight I had ever tried to lift and I was surprised it was going as it was, I watched the clock and saw it rapidly approaching th finish time as I slowly began to feel the aches and soreness of needing to drop the weight.

"DING!"

"Rah!" I dropped them as soon as the timer ran out.

"Lucy did it, she passed Ever for second and is moving on to the final round to take on Erza!"

"What?!" Erza screeched.

"Sorry." I stuck my tongue out.

"Okay it's time for the final round, a one on one wrestling match!" Millianna said "Whoever can make the other participant submit first wins!"

"Sorry Lucy, I'm not gonna hold back." Erza cracked her powerful knuckles.

"And I don't plan on losing after coming this far." I smiled.

A small bell rang and Erza and I started grappling, I knew I couldn't beat Erza in a strength contest but I could take her on with technique since I was lighter than her, I slipped under her arms and got my hands behind her head, placing her in a headlock.

"Come on Erza just give up." I taunted.

"No…way!" she said elbowing me in the side.

"UGH!" I grunted in pain and released the hold only to have Erza grab my legs and start pulling at my ankle "AHH!"

"Come on tap out." She smiled applying a tighter ankle lock.

"I'm not, gonna lose!" I yelled managing to turn myself and kick her back "HYAAA!"

I tackled Erza and managed to get my arm around her neck, applying a tight sleeper hold, Erza tried to fight me off but slowly she became sluggish until she dropped down passed out cold.

"Erza's unable to continue! Lucy wins by Knock Out!" Millianna cheered raising me hand "This year's Miss Fairy Tail, Lucy Heartfilia!"

"YEAH!" I smiled and struck another pose for the crowd.

"Good job Lucy." Erza groaned quickly coming back around "Come on let's celebrate."

* * *

**Later**

"You know Erza you promised the winner of the Miss Fairy Tail contest a special prize." I said as we were cleaning up "So what do I get?"

"Oh right I almost forgot about that." She laughed reaching into a bag she had "Here you go."

"WAH!" I caught the prize "Erza this is-."

"A shot of Super Muscle Steroids, it'll give you a good boost, go on take it?"

"Are you sure, I thought you regulated this stuff." I said.

"Go on I'll allow it." She winked.

"Well." I smiled with excitement "Here it goes!"

I injected myself, feeling the muscle making drug course into my body.

"OHH!" I moaned as I was overwhelmed with sensations.

My arms twitched and spasms rocked them as more and more muscle was added to my biceps, the arms expanding with veins and thick muscle. I grunted as I stood wide, my thighs getting thicker with muscle, my abs cut deep as I grew a sexy 12 pack of tight washboard.

"GRR!" I gritted my teeth as my breasts and pecs both grew, my clothes slowly ripping off my body "OHH YES SOO STRONG!"

I smiled proudly as I flexed my whole body, my large Amazonian frame now on par with Erza and Evergreen.

"Nice." Erza smiled rubbing my naked muscle.

"Hmph." I kissed my biceps "I'm really starting to like this look."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Erza Brings in a cute new member.**

**Till Next Time!**

 


	10. Wendy

_Italics indicate thinking_

* * *

**Lucy's POV**

"RAAAH!" I lifted the 500 pound bar of weights up like it was nothing.

"Incredible Lucy you're so strong!" Levy gasped.

"Heh." I smirked dropping the weights before kissing my biceps "Thanks."

"You're so lucky you won the contest." She laughed.

"Hmph." I nodded looking down at her.

"So much buffer and you even got taller too." She looked up.

"I'm practically an amazon." I smiled "Still, you think Erza will be back soon, I wanted to try and fight her again now that we're both almost equal."

"I think she'll be back today." Levy said as we headed inside.

It had been about two weeks since I got that second dose of steroids. I felt great, so strong and sexy. I no longer looked identical to Mom but, I guess I was the older sister now. Everyone in the guild was working harder to get stronger to keep up with girls like me, Erza, Ever and Mira still…that second dose of steroids was so good, my body was craving more.

"I'm back!" Erza called walking in.

"Hey Erza." I walked over "Wanna work out, or maybe grapple a bit?"

"Perhaps later." She smiled "I have to get someone settled in."

"Huh?" I looked passed her and saw a young girl with blue hair nervously looking around at all the women working out.

"Who are you?" I asked.

"W-Wendy." She mumbled before showing me her cat "And this is-."

"I'm Carla." The cat introduced herself.

_It talks…_

"Wendy is going to be joining the guild." Erza said "I'm going to settle in, than help her move into the dorms."

"Okay then." I smiled "See you tonight Erza."

* * *

**Later**

I laid in bed with Erza, the two of us had grown close the last few weeks. Erza was out cold but I was stirring a bit, struggling to get rest, I was worried about the new girl Wendy, she refused her shot today, since she was a little younger Erza said not to force the steroids on her but I couldn't help but be a little concerned.

"Hmm?" I mumbled in my sleep when I thought I heard the door to the room open.

It was quiet for a bit before I felt someone touching my, running hands over my hard abs, tracing my biceps, poking my breasts.

"So big and strong, look at these abs, and these pecs…not to mention her breasts are big too…I bet she can lift a half a ton!" the voice squeaked "I never imagined a guild full of such strong ladies, especially this one and Erza."

"Hmm?" I let my eyes flutter open.

I saw Wendy sitting on the edge of the bed rubbing my hard muscular body.

"Wendy, is that you?" I groaned.

"EEP!" she gasped.

I sat up, adjusting my sports bra in the process.

"Now what do we have here?" I smirked at the little girl "Woken up in the middle of the night getting groped by some runty little thing."

"I-I don't know what you're talking about." She stuttered.

"See now here's what I'm thinking." I looked down at her "you weren't nervous because there were so many big women in the guild, you were nervous because you saw so many beautiful women in the guild. You're nervous because your fantasy is coming true, you have a fetish for Amazons."

"Tsk…" Wendy hissed "Yeah you're right, being so small I love looking at people who are bigger and stronger than me, especially Amazon like ladies. After my guild vanished Erza hugged me with those big strong arms and I was in heaven, even Carla doesn't know I love this stuff."

"How cute." I blushed "Alright how about you and I make a deal."

"What?" she asked.

"I'll let you rub, massage, feel up, watch me flex and be strong all the stuff you like." I explained "But in exchange I want you working out with me, I'd love such a cute little workout partner, so what do you say, will you let me juice you up?"

"Hmph." Wendy smirked "Alright fine, let's do it."

"Great, let's go."

I took Wendy to the guild and unlocked the cabinet, getting a shot for Wendy.

"Ready?" I smiled.

"Bring it on." She told me, laying her arm down.

"Here." I said injecting her.

"HGNH!" Wendy hissed as her body tightened up.

Wendy's body started to grow more muscular, her tiny body ripping into muscle. Her small dress pulled tight as her tiny breasts strengthened with the pecs underneath, her legs got tight and toned, causing the little girl to look like a childlike bodybuilder.

"I can feel power running through my whole body!" Wendy flexed her arms towards her head "GRR So strong! I want more!"

"Wendy wait!" I said as she grabbed another shot "You just got this don't let it overwhelm you."

"So what." She said "Erza said you two both got two shots, come on let me have another."

"Well…"

"HRA!" she injected herself again "OHH!"

Wendy's body once again backed on muscle, her arms getting thicker with powerful muscle, her abs expanded and she was soon a little bundle of muscle.

"More…more." She heaved.

"Now that's enough." I restrained her "I need you to calm down or I'll get in a ton of trouble. Now come on we have one other person to buff up."

"Huh?" Wendy looked confused before it hit her "Oh yeah…this'll be fun."

* * *

**Later**

"There she is." I looked at Wendy's Cat Carla "I wonder what this'll do."

"Let's find out." Wendy smiled injecting the cat.

"YAA!" the cat jumped up as she was juiced "UGH GRR!"

The cat started growing larger, some of her fur falling out and being replaced with soft skin

What's…happening to me?!" she screamed.

Carla started looking more and more human, her body getting cut and tone, before much longer she was clearly a young girl like Wendy with a toned muscular body.

"Oh my." She rubbed her abs "This…feels…really good."

"You do." Wendy hugged her "We'll work out with you tomorrow Lucy, why don't you give Carla and I a little alone time."

"Hmph, sure." I scoffed.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- The bodybuilders get an angelic guest.**

**Till Next Time!**

 


	11. Angel and Aries

_Italics indicate thinking_

* * *

**Angel's POV**

"Fairy Tail." I looked at the outside of the guildhall "My best lead for finding Yukino, a guild of only women…she has to be here."

I stepped forward and thrust the doors open.

"What the fuck?!" I yelled at the sight.

All the women inside were big beefy muscular amazons, they were all wearing tight work out clothes, sports bras, yoga pants and jogging shorts, I thought the feathery dress I wore was skimpy but these girls had no problem showing so much skin.

"Hello." A voice said walking up to me.

"H-Hi!" I gasped.

This woman was huge, a big beefy body packed with tight muscle, she had long red hair and some tree like arms, her breasts looked to be stretching her sports bra and her ass was tightly hugged by her jogging shorts.

_She's kinda pretty._

"I'm Erza Scarlet." She reached out and roughly shook my hand "I'm the Master of Fairy Tail, so can I help you?"

"I'm Sorano Aguria but my friends call me Angel." I explained "I've been on a journey looking for my sister Yukino, I heard this was a guild of only women so I came to check if she was here."

"Hmm." Erza shook her head "I'm sorry but I've never had a member by that name."

"I see." I frowned "Well thanks anyway."

"Wait." Erza took my arm "Why don't you stay for a bit, perhaps your sister is running around looking for you too, maybe if you stay in one place your paths will be more likely to cross."

"That's a pretty good idea." I hummed "Okay, I guess I'll stay."

_This place looks nice, so many cute and sexy girls…I feel kinda…turned on by this._

Erza walked me over to her assistant Mira who stamped my arm with the guild symbol and explained how they were all buff babes around here.

"So this one shot will make me buff like you guys?" I asked.

"Not as big as us, but still muscular." Mira smiled "Are you ready?"

"I guess." I sighed holding my arm out.

"HMM." She injected me.

"HAA!" I gasped in pain before I felt the power of the syringe taking over me.

My body convulsed a bit as my muscles tightened and grew slowly, it felt strangely pleasurable to be bulking up like this. My dress got tight as my pecs grew and made my breasts rise and the sleeves split as my biceps and triceps came in nicely.

"HNG!" I groaned as more of my dress ripped off my, my muscular body now in just my tight tiny underwear.

"This feels great." I flexed my arms towards my head "I can't believe I was missing out on this."

"Let's get you some clothes for that sexy body of yours." Erza smirked.

I was given a sports bra and Yoga pants and given time to look around the guild. I felt a need in my body and wanted to work out. I headed to one of the lifting machines and started doing some reps with weight I never would have imagined I could lift before.

"Hey." A voice said.

I looked up and saw a big amazon about Erza's size with blonde hair, with her was a girl who looked like her twin but was less toned. Behind them were two other girls, one with short pink hair and decent tone and one with light blue hair and some jacked arms and pecs but…a fish tail.

"You're the new girl right?" she asked "I'm Lucy, this is my sister Layla and my spirits Virgo and Aquarius.

"Sorano but you can just call me Angel." I shook her hand feeling our muscles work "You said they're spirits, are you a Celestial Wizard."

"Sure am." Lucy smirked before kissing her big arms "I used to use them a lot but now I rely on these bad boys."

"No way, I am too." I smiled picking up a towel to wipe some of the sweat off my face and chest.

"Awesome." Lucy smiled "Do you have any golden keys."

"Just one." I told her "Aries, the Golden Ram."

"Well call her out." Lucy laughed "Let's see her."

"Sure." I shrugged picking the key out of my bag **"Aries!"**

There was a puff of pink smoke and the fluffy soft ram girl appeared.

"Hello." She mumbled "It's nice to see you Miss-WAH! Miss Angel what happened to you?"

"Oh this." I smirked flexing my right arm "Just a bit of an upgrade, do you like my new look."

"I mean, it's surprisingly fitting." She mumbled before looking around "HA is that?"

"She's cute." Lucy laughed, her large chest bouncing a bit "SO do you know Virgo and Aquarius?"

The ram looked at her fellow spirits in surprise, I explained to Aries how everyone around here likes to be big and strong.

"So Aries?" Virgo smiled "Will you be joining us?"

"I-I'm not sure." She blushed "It would mean being so much bigger and everyone here is wearing so little…but if you all are I guess I should too."

"Great." Lucy pulled a steroid shot out of who knows where "This'll only hurt a bit."

"OW-OHHH!" She gasped.

Aries soft fluffy body began to grow. Some of her wool fell off as her arms and chest got bigger, but around her neck and waist the fur grew thicker and fuller. Her smooth belly was exposed as the skin tightened and slick abs formed. Aries grunted as her back strengthen up and soon she was a buff little ram.

"W-Wow." She blushed "I…fell pretty good."

"Great." I smiled putting an arm around her shoulder "Now let's be workout buddies."

"First you and Miss Lucy should link you're realms." Virgo explained "That way you will both be able to share contracts and spirits."

"Sounds good to me." Lucy smirked.

"Let's do it." I laughed "I think this is the start of a beautiful partnership."

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future.**

**Next Time- Edolas**

**Till Next Time!**

 


	12. Edolas Part 1

_Italics indicate thinking_

* * *

**Wendy's POV**

"Ready to head to the guild Carla?" I asked.

"Hmm." She wagged her tail through her yoga pants "Yeah let's go."

"You're looking good Carla." I smiled as we walked "That womanly muscle suits your body."

"It's still strange to be human." She said as her ears twitched "Or whatever I am exactly."

Carla and I have been at Fairy Tail for a couple of weeks now and I love it, working out, being so strong. Lucy was right to convince me to do this, I love working out and showing off my growing chests and pecs…I want to be bigger.

Carla likes it too her toned furry body looking good in her workout outfit, she's become fast friends with Millianna who adores her cat features.

"Hmm." I looked up "Was it supposed to rain today?"

"We should hurry before it pours." Carla said.

"I don't know if we'll have time." I said as the sky cracked with lightning.

I was correct as before we could do anything else there was a bright flash of light.

* * *

**Later**

"Carla where are we?" I wondered out loud.

"It will be fine Wendy, no reason to panic just yet." Carla said pushing some branches out of the way as we went through the forest.

"So many branches." I heard someone else in the forest groan "I should just snap these trees out of my way."

"Oh no there's someone here." I started to worry.

"Huh, Wendy?" Lucy popped out of some bushes "Is that you?"

"LUCY!" I smiled hugging the taller buffer woman.

Naturally we opted to travel through the forest together and it didn't take us long to find something shocking, a building with the Fairy Tail Symbol on it.

"Let's go in and see if anyone else is here." Lucy stepped forward and placed a hand on the door.

We were shocked at the state of things inside, the women weren't buff amazons like us…they were huge and fat, big and round with fat assed, huge bellies and breasts, most were stuffing their faces without a care in the world, their clothes barely fit their 500 pound plus and up sized bodies.

"I don't think we're in Magnolia anymore." I shivered.

"Yeah." She nodded.

"Huh, who the hell are you two skinny bitches?" a woman waddled over towards us, jiggling all over.

"Oh my she looks like-." Carla started.

"Lucy." I finished.

"How do you know my name?" she asked scratching her belly while eating a hotdog in one bite "Well?"

This girl had Lucy's face but she was much different, rather than be muscular she was out of shape, nearly 1000 pounds of person poured into some tight leather singlet that she never should have been in.

_Lucy looks kinda cute like that._

"Burp!" the girl patted her belly and then looked at Lucy "What the fuck?"

"I'm really confused." I sighed.

"Who's the little shrimp?" another voice said waddling up to Fat Lucy.

"WAH!" I gasped as a woman who looked just like me only fat arrived "M-Me?!"

"What are you staring at?" she asked as she tugged the top of her dress, her thick breasts jiggling around.

"H-how much do you weigh?" I asked.

"Hmm…750 pounds." She shrugged.

"750!" I stumbled back "People can get that big?"

"Wendy." Lucy held me up in her strong arms.

"Wait your name's Wendy?" the girl asked me.

"I think we need to talk." Lucy told them.

Lucy explained what happened to the other girls, they told us we were in a place called Edolas at the all female guild of Fairy Tail, only here instead of being muscular they were fat and enjoyed trying to get as heavy as possible apparently magic is dying off here, it's kinda sad.

"So I gotta ask." Lucy Ashley said rubbing her fat belly while she spoke "What's with you."

"What about me?" Lucy asked.

"Why are you so big, and not fat?" she asked.

"Oh this?" Lucy flexed her big strong right arm "In our world this is what our guild looks like, big strong women. They'd hate how you all look here."

"But how do you get that big?" Other Lucy asked.

"Starts with a short of magic steroids." I explained "Then we work out and get even more jacked."

"Around here every woman want's to be a BBW." Lucy Ashley said "We eat special food that's full of fattening nutrients and hormones and look at us now, just a few months ago I was thin as a rail but look at me now, 1000 pounds of juicy woman!"

I looked around and saw a lot of recognizable faces but not recognizable bodies, Juvia and Mira, both looking to be around 600 pounds, Bisca was sitting at a table hankering on ribs and Levy was there, her ass so fat you could mistake it for ribs. Finally I noticed a new face, a girl with short white hair who was happily digging into a few pies alone, her butt was big and fat as was her breasts and belly I quickly remembered seeing someone who looking like her I a picture with Mira, although in the picture she was normal and didn't weigh over 500 pounds.

"You call this gorgeous?" Lucy asked.

"What's that supposed to mean?" Ashley snapped.

"This!" Lucy flexed "This is what gorgeous is!"

"Are you crazy?!" Lucy Ashley pulled a zipped and her clothes ripped off and her fat body jiggled free "This is sexy there's more of me to love than your hard body."

"Guys." The other Wendy and I tried to settle them down.

"I'll show you how much better I am." Lucy smirked cracking her knuckles.

"You can't handle me." Lucy Ashley smirked.

"HMPH!" Lucy hugged her double, her strong hands sinking into the fat "RAAAH!"

"W-What!" Lucy Ashley gasped as she was picked up "She's…lifting me?!"

Lucy moved Ashley up and got her head under the girls large belly, the fatty moaning as Lucy started to lick her pussy.

"OHHH!" Ashley jiggled around in pleasure "It…it feels so good! HAAAA!"

Lucy dropped her ffat partner once she orgasmed, she turned and flexed for the rest of the guild to awe at.

"So." I asked fat me "I see a lot of people here, but where's Erza?"

"Erza, that bitch?" Edo-Wendy hissed "How do you know her?"

"Well she's our guild Master.

"Wow…here she's not the guild master, Mira is, Erza wants to eliminate our guild because we still have magic…and were hotter than her."

* * *

**AN**

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	13. Edolas Part 2: Erza Vs Erza

_Italics indicate thinking_

* * *

**Erza's POV**

"RAH!" I smashed two guards into the wall with my strong arms, yawning in boredom.

"As if you could stand against someone as beautiful and strong as me." I laughed.

"You call that beautiful?" a voice said.

I looked over and saw a very fat woman with a face like mine, she was like a blob of jiggling person, and she had my face.

"Who are you?" I asked the woman.

"Erza Knightwalker." She huffed slapping her belly in some form of intimidation "Biggest and sexiest woman in all of Edolas, as well as Captain of the guard."

"Erza Scarlet." I smirked bouncing my tits with my pecs "Master of Fairy Tail and strongest most beautiful woman in Earthland."

"We both can't be the most beautiful." She waddled towards me "I'll crush you under my big ass!"

"Not it I smash you first!" I yelled.

The two of us collided, I went to punch her but my hand just sank into her fat belly. Knightwalker bounced back, her fatty body jiggling all over.

"HRAA!" she belly flopped on top of me.

"GRR!" I groaned lifting her up over my head, my muscles screaming out with power.

"I-Impossible!" she gasped "I weight a ton!"

"This…is nothing!" I threw her down, her fat smacking and jiggling all over.

I snapped my legs around Knightwalker in a headlock, forcing her to lick my pussy.

"That's it." I smirked "Shove you fat face in there, get deep!"

I rubbed my hand all over Knightwalker's fat chest, making her jiggling for my enjoyment, it wasn't so bad having a fat lover like this.

"I guess you don't look so bad." I said as my fingers sank into her love handles "You're kinda hot."

"Lifting someone like me." Knightwalker blushed "I guess that body has advantages."

"Still." I wrapped my arm around her fatty neck and made her pass out "Can't have you stealing all of Earthland's magic."

I made sure she was out cold before I stood up and stomped out, my powerful muscles tingling with pleasure.

* * *

**AN**

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**Next Time- Lisanna comes home**

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	14. Edolas Part 3: Lisanna

_Italics indicate thinking_

* * *

**Lisanna's POV**

"HMPH!" I waddled through town, my blubbery 600 pound body shaking as I looked around for my sister.

As I ran about I felt myself jiggling around a bit, I couldn't wait to see Mira and hear what she thought of how I looked, I was hopeful my fattiness wouldn't freak her out. The others had told me I could probably find her at my grave about now so I was headed there.

"Um excuse me." I walked up to a large Amazonian woman "I'm looking for my sister, do you know if she's here?"

"Hmm, Lisanna?!" she gasped.

"Mira!" I gasped at her face "It really is you!"

"Hmm." She held a disgusted sneer on her face "What the fuck happened to you…disgusting."

"What?!"

* * *

**Later**

**Mira's POV**

"Come on you fatty run like you mean it!" I scolded Lisanna "No sister of mine is going to live as an out of shape obese slob, I don't know what you were thinking letting yourself get like this but you better start shedding those pounds and bulking up like a real woman!"

"Mira~" Lisanna groaned slowly trudging on the treadmill "I need a break, I'm hungry and sweaty and tired."

"Too bad!" I said lifting some barbells and watching the fat ass run.

"UGH!" Lisanna waddled and ran "So tiring."

"This is why you need to shed those pounds." I told her slapping her belly "They're slowing you down and making you sluggish, once you lose some weight and start looking more like me you'll be perfect and feel great too!"

"You're so mean Mira, I like this body." Lisanna stopped running and pouted, her big cheeks puffing out.

"Trust you're big sis." I laughed pinching her cheeks "This will be healthier for you and you'll feel good, I know it."

"Hmph." She huffed and got back on the treadmill, her big ass shaking and her belly flopping.

"Good." I smiled.

* * *

**A Few Weeks Later**

"Wow I haven't been this skinny in ages!" Lisanna said looking at her once again thin body, a cute sweater hugging her body.

"You lost like 500 pounds in just a few months." Erza noted "Is that even possible."

"Magic food made me grow fast so I guess I magically lose it fast too." She laughed.

"Okay." I said getting the needle out "Are you ready to get buff Lisanna?"

"I've worked hard to look like this." She laughed "So let's hit that finish line!"

"Here we go." I said injecting her.

"HAAA!" Lisanna moaned as the power of the steroids pumped through her body "UGH I FEEL THE POWER!"

Lisanna started to get toned, her deltoids thickening up, her arms slowly getting bigger and buffer as bundles of muscle packed onto her. Her breasts got larger and rounder, her pecs also getting larger and wider, her sweater ripping a bit as she became a goddess of muscular power.

"Wow!" Lisanna flexed her right arm "I feel amazing! Mira this is incredible!"

"You look amazing too." I said rubbing her washboard abs "I hope you don't get lax again, you better try and keep up and get as strong and big as your big sis."

"Oh I will." She laughed as our powerful chests pumped together.

* * *

**AN**

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	15. S-Class Intro

_Italics indicate thinking_

* * *

**Lucy's POV**

"HMM!" I grunted doing bicep curls while Layla and I looked at the crowd.

"What's all this?" she wondered looking around at the crowd.

"No clue." I shrugged my big shoulders.

"You guys don't know?" Levy walked up, her tight abs on display "Erza's gonna announce the S-class exam teams for this year."

"Wow sounds cool, doubt I'll get in though" I laughed.

The curtain rose as the lights dimmed and Erza was on the stage in a tight dress, Mira and Ever both with her and both wearing dresses that hugged their buff bodies.

"I will now announce the participants of the S-Class Exam!" Erza announced as Ever and Mira each produced large envelopes.

"The first Participant is…Cana!" Erza said reading the first envelope.

"Hmm." The muscular brown hair woman hummed.

"Next is Levy!"

"YIPEE!" Levy smiled.

"The next two…Lucy and Angel!"

"US?!" we both gasped.

"Next is Wendy, Millianna, Carla, Sherry, Lisanna, Juvia and Ikaruga."

The crowd clapped again.

"and the final three…" Erza paused "Aquarius, Virgo and Aries."

"Huh?" the three spirits looked confused "But we're not even members."

"Well I figured it was about time you three joined." Erza said as Mira stamped the three.

"The rules are simple." Erza said "the exam will take place on the Guild sacred Tenrou Island, you'll have to partner up with one of the other participants, you have one week to train as you feel needed and report to Hargeon where more details will be announced."

Erza dismissed the crowd and we met up to pick partners.

"I can't believe we got picked." Wendy smiled, her muscles rippling a bit.

"I know." I laughed "I wasn't expecting it at all but now that I'm in I plan to win."

"So does anyone have a partner planned?" Angel asked looking around

"Carla and I are gonna be partners!" Millianna said playfully grabbing the other muscular cat.

"As expected I suppose." I laughed.

"You'll be my partner right?" Angel asked Aries.

"You want me?" the sheep blushed, her abs tightening a bit "I mean…"

"We've been partners for a long time." Angel smiled "I wouldn't want anyone but you."

"We're partners right?" Aquarius asked Virgo.

"Sure." The maid nodded.

"I'd like to be partners with Ikaruga." Levy said rubbing her sore legs

"That's fine but why me?" the girl asked.

"I just wanna get to know you better." Levy explained.

"I call dibs on Wendy!" Sherry squeaked hugging the tiny girl into her adult body, but even then Wendy was more muscular.

"Sounds fun!" Wendy smiled "I'd love to be your partner."

"I just love cute little things like you" Sherry smiled.

"I want Lucy!" Juvia said hugging my right arm.

"Hey no one says you get to demand her." Cana snapped back grabbing my left with her strong hands "I wanna be Lucy's partner too."

"You're so popular." Lisanna laughed, her breasts jiggling on her pecs

"I guess so." I laughed.

"Then you pick." Cana told me.

"Well I'd like to get more familiar with Cana so I think I'll pair up with her." I smiled.

"Juvia's upset." The blue haired amazon pouted "But she understands that this is what Lucy wants and she'll partner with Lisanna."

"Great." The former fatty smirked.

* * *

**AN**

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**Till Next Time!**


	16. S-Class Exam Part 1

_Italics indicate thinking_

* * *

**Lucy's POV**

"Damn it's hot." I sighed as we sailed towards the island the exam would be on.

Originally, I had planned on working out and messing around with the other girls on the way over but it was so friggen hot no one wanted to move.

"At least we'll get a decent tan." Lisanna laying chest down with her top off.

"Yeah, I guess." I sighed.

"Not gonna lie the sweat looks good on our muscles." Levy laughed rubbing her shining abs.

Levy was right, we were all glistening with sweat that did show us off nicely. Everyone was in cute bikinis that hugged our toned bodies and big breasts. It was great to see so much big sexy muscle on all the girls.

"Fear not ladies we're almost arrived so things should cool off." Erza said walking out "When we get to the island there will be seven paths, you'll each pick a path and each of those paths leads to a different obstacle, four paths converge and you'll have to fight the other team you find to progress, two of the paths lead or either Mira or Ever other giant ladies seeking to stop you, and one path is a total walk in the park and a free pass to the second round."

"So this is more of a test of luck?" Cana asked putting her arms under her powerful chest.

"Well you could put it that way." Erza laughed "Now go!"

Everyone took off to shore and picked a path, Cana and I selected route 1 and headed into a cool damp cave that eventually opened up to a small chamber.

"Seems we got a fight on our hands." Cana smirked adjusting her bikini before dropping her back.

"Great and it's those two." I sighed stretching to loosen up my body for the fight.

"I can't wait to fight with you Mistress." Virgo said flexing her right arm.

"I don't really care about this, but it's a chance to show off my strength." Aquarius smirked bouncing her tits on her pecs "So take this!"

She let out a blast of water that I easily punched through, Cana and I taking the opening to quickly charge in to strike back. I ran at Virgo and started grappling with her, our bodies rippling and veins popping as we strained to get the upper hand. I thrust my chest out a bit and pushed Virgo off balance so I could lift her and suplexed her back.

"RAHH!" I roared and flex as she laid on the ground.

"OHH!" Aquarius moaned as Cana ripped Aquarius top off and grabbed her breasts.

Cana started rubbing Aquarius down with her strong arms, the mermaid melting into her embrace as their powerful muscular bodies grinded together sexually.

"That's a unique way of taking down your opponent." I laughed.

"Hey it got the job done didn't it." Cana smiled before placing her hands on my toned hips "Maybe if you and I win we can have a special celebration."

"Hmm." I smirked back "I could get into that. But we gotta win first, so let's get moving."

* * *

**Levy's POV**

"GRR!" I groaned as I grappled with Aries, the ram's smaller less muscular body getting pushed back by my strength.

I was given the task of holding Angel and Aries off while Ikaruga prepped to strike. I had been using my power to hold them back but two on one it tough, the only reason I managed to hold out is because I had been in the guild longer than those two and had built up more strength.

"HRRRRA!" I grabbed Aries by the arm and threw her into Angel "NOW!"

"HYA!" Ikaruga dashed by and downed the two with her sword.

"Cheater." Angel groaned.

"No one said we couldn't use weapons." Ikaruga smirked.

* * *

**Wendy's POV**

"Crap we got the quiet path." I hissed "I was really hoping to fight and show off all my awesome strength."

"You really like that body don't you." Sherry laughed.

"Of course I do!" I flexed my whole body "I'm sexy and strong, and I wanna be even stronger, which is why we have to win."

"Okay." Sherry laughed a bit.

* * *

**Carla's POV**

"The right!" I warned Millianna.

"HYUP!" the toned catgirl did a backflip to avoid Mira's punch "Boy good thing you have that foresight so I can stay a step ahead or I'd have gotten flattened."

"Haa…" Mira cracked her knuckles "Why won't you guys just sit still."

"Because we want to win." I said dashing around her with Millianna.

"HRAAAA!"

"GRRRRA!" we both groaned lifting her up my the legs.

"What?!" Mira gasped.

" **Tag-Team Slam!"** we threw her down and KOed her.

"We win!" Millianna laughed.

* * *

**Juvia's POV**

"I never knew Ever was this strong." Lisanna groaned.

"I can't believe this." I said laying out on the ground.

"What's wrong you girls giving up?" Ever smirked rubbing her abs before kissing one of her biceps.

"I can see why she always challenges Erza for the Guild Master Title." I gulped "She's strong."

"I'm the second strongest in the guild." Ever snickered "I earned all this muscle."

* * *

**?'s POV**

Out little boat docked on the sure.

"So this is Tenrou Island, well let's go Meredy, time to see what Fairy Tail is made of."

"Right, Ultear." She nodded "We'll find out all their secrets and show how strong our guild is."

"I've heard they recently got stronger." I laughed "I wonder what that means?"

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

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**Next Time- Exam Round 2!**

**Till Next Time!**

 


	17. S-Class Exam Part 2

_Italics indicate thinking_

* * *

**Lucy's POV**

"We're here." Cana and I walked up.

"Yo." Cana smirked.

Two other teams were present, Levy and Ikaruga and Wendy and Sherry.

"So are we." Carla purred and she and Millianna walked up.

"Now that seems to be all the teams that will be coming this far." Erza said adjusting her sports bra "So I'll explain part two, it's a fight, you'll go in as teams and try to get your opponents out of the ring or make them submit."

"Sounds fun." Sherry smiled.

"I'll get to show off my strength." Wendy laughed with pride.

"We'll start with Wendy and Sherry Vs Levy and Ikaruga and then Lucy and Cana Vs Carla and Millianna." Erza explained.

The first teams lined up and their fight started. The girls started grappling, their bodies rippling with power as their breasts bumped and squished together.

"GRAAAA!" Wendy lifted Levy up by the waist, everyone gasping at the display of strength "RAAAH!"

Wendy hurled Levy out of the ring as Sherry grabbed Ikaruga by the legs and threw her out with a Giant's throw.

"Wendy and Sherry win!" Erza announced "Go next."

Cana and I stepped up to take on the cats and as soon as the bell rang we grappled, my arms flexed and strained as I started pushing Carla back.

"Sorry but I've got way more strength than you." I smirked giving her a hard push out of the ring.

"We spent our training time getting stronger." Cana laughed getting Millianna on her shoulders and tossing her out, sending the two of us to the finals.

We quickly moved on to fighting Wendy and Sherry, Cana and I were faster and stronger, Wendy tried to grapple with me for a bit but her size left her at a major disadvantage and I was soon able to get her in a sleeper hold while Cana had Sherry in a bear hug allowing her to be slammed out of the ring.

"Ugh…" Wendy became unresponsive and passed out in my hold, finishing the match.

"Lucy and Cana win!" Erza clapped "They're the new S-class wizards!"

"YES!" Cana hugged me with her strong arms

"Congrats." Wendy smiled waking up.

"Welcome to S-Class." Erza smiled "We'll do more later, but for now-."

"OHH!" Cana and I gasped as Erza shoved a finger into Cana and mines pussy.

"Why don't we celebrate." She purred.

The losers came over and pushed Cana and I too the ground and started licking and rubbing us all over, I felt Carla's scratchy cat tongue on my nipples while Wendy's head was between my toned legs, her tongue probing inside me, her hot breath on my legs. Cana was moaning as well, Sherry massaging her breasts while Levy sat her fit ass on Cana's face.

"That's it." Erza smirked as I panted "Moan for us."

"Oh…ha…" I moaned "I…OHHHH!"

"Yes, you'll make great S-Class Wizards." Erza smirked.

* * *

**Ultear's POV**

"What was that." I gasped from my position behind the trees.

Meredy and I had just witnessed some kind of amazon orgy. I had intended to fight Fairy Tail but this was so shocking. the entire time I watched I felt a strange need in my loins, an ache I wanted to scratch. While watching I saw Meredy rubbing herself through her leotard as we had watched people fuck.

"Ultear?" Meredy asked "That was…wow."

"Come on let's go." I said.

We headed back to our boat to leave, sailing towards the mainland.

"Hey Ultear?" Meredy asked "What do you think it's like to be that strong?"

* * *

**AN**

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**Next Time- Wrapping up the Exam!**


	18. S-Class Exam Part 3

_Italics indicate thinking_

* * *

**Lucy's POV**

I walked around Tenrou Island, I still couldn't believe it I was really an S-Class wizard now. We still had a few days before we had to take the boat home so we were relaxing on the island. I walked by the beach and saw Levy, Carla and Aries out sun tanning.

Carla and Aries were on their backs, bare breasts pointed up at the sky as their nipples looked hard and erect, their powerful abs exposed as well. Levy was on her belly, her cute butt pointed up towards the sky, her muscles looking toned and tight.

"Perfect there you are Lucy." Levy smiled "Would you mind putting some lotion on me?"

"Sure thing." I smiled oiling up my hands

"OHHH!" Levy yelped as I dug my finger into her toned ass and started rubbing her butt.

"I love your ass Levy." I hummed, my biceps pumping as I rubbed her.

"OHH I love the way you love it." She hummed.

I spread Levy's ass cheeks and started to eat her out, my tongue sliding into her tight hole, her toned butt clenching softly.

"You two having fun?" Carla purred slipping under me to flick her scratchy tongue over my wet cunt.

I hummed into Levy's snatch as Carla probed mine, her finger digging into my large rump. Levy moaned and shook her tight butt around, the cheeks slapping against my face as she came softly.

"You're great Levy." I panted.

"Thanks you too."

"And you were great too Carla." I smiled.

"I've have a lot of practice." She licked her fingers "Millianna and Wendy are good friends.

I got up and started to walk around, I saw Juvia swimming around the ocean with Aquarius, Virgo near the shore splashing around, their muscles shining with water.

"Lucy!" Cana walked up, her tight muscular body looking nice and sexy "Erza wants us to meet her in the forest for something."

"Okay." I nodded.

Cana and I headed into the forest and met up with Erza and the other two S-Class wizards, Mira and Evergreen.

"There you ladies are." Erza said standing before the large spring full of a green herbal water.

"What is this place?" I asked.

"A Spring of Amazonia." Erza said "When communing with the First Master she informed me of it, apparently taking a step through it from one end straight to the other will allow you to tap into unbelievable power, I've decided to inform the S-Class mages of it."

"So a dip in this and we'd be even stronger?" Cana asked.

"It's hard to believe some magical water can do all that." Ever added.

"If you girls are nervous I'll take the first dip." Erza smiled walking into the water "Hmm, it's actually warm, I can feel it soaking into me…oh…Hmm…"

Erza dunked her whole body under the water, swimsuit and all. She walked the perimeter of the spring and stepped out of the water dripping wet.

"Well?" Mira asked.

"Maybe it's lost its magic." Ever said.

"The first assured me it would work…Huh…OHHH!" The master doubled over.

"Erza!"

"I feel it!" she growled, her eyes bloodshot "RAAAHHH!"

Erza's body grew in size, her muscles growing larger and larger, her biceps like tree trunks and her legs nearly the same. Her bikini ripped off as her breasts and pecs grew bigger and more powerful.

"Ha…ha…incredible." Erza panted looking at her huge body "You guys look so small compared to me."

"Well that's probably cause you look taller now." Ever said as the rest of us got into the spring "You're almost 8 feet tall."

The rest of us took a quick dip before stepping out of the water and groaning as we started getting buffer. Our bodies grew taller and stronger, our backs bulging with muscle, our breasts looking bigger and our arms even larger.

"RAAAHHH!" we all flexed out huge powerful bodies.

"I feel amazing!" Mira smirked rubbing her 12 pack.

"So much power!" Ever laughed.

"So this is S-class." Cana chuckled bouncing her tits.

"Still, I wanna be stronger and bigger." I said flexing my arms "I feel like I could lift a ton!"

"Hmm?" Erza looked up "Do you feel that?"

"Something's coming?" Ever buzzed.

We all ran to the beach When we got there everyone else had gathered around the air rippled and a shadow was cast over the island.

"What is that?" I gasped.

A large reptile was in the sky, it had blue skin markings and black scales, the body of the dragon was almost curvy with the chest being puffy and round like breasts and a lower body like birthing hips.

"RAAAAAAAAAAAAAAAAA!" the beast roared and shook the island.

We tried to fight back against that monster but is was just unstoppable we all decided that we should hold hands to show that we had faith even at the potential end.

* * *

**AN**

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**Next Time- 7 years**

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	19. The Return

_Italics indicate thinking_

* * *

**Layla's POV**

"Haa…" I sighed casually doing bicep curls "I can't believe it's been seven years.

"Yeah hard to believe it." Bisca said slowly lifting weights herself.

"It's just not the same." Laki added.

Seven Years ago my daughter and most of the guild disappeared when the exam island was attacked by some kind of Dragon monster. We've managed to keep the guild running with some of my funds from the business.

The rest of us kept working out, striving for more strength so that maybe what happened to them might not happen to us.

"Don't get down." Kinana said motivating us "It'll get better."

The young Kinana had joined us, she claimed to have once been a snake, and was really into motivating and aerobics as seen in her toned legs and core.

The four of us sat there wallowing in our depression when I heard the door creek open. Two massive women walked in. The were both looking like strong amazons, they were wearing tight singlet leotards that hugged their buff bodies and were pulled so tight they had some camel toe going.

"So this is Fairy Tail?" The younger looking girl asked "Wow."

"They've certainly fallen on hard times." The older woman added.

"Can we help you?" I groaned standing up.

"I'm Ultear." The older woman said "This is my daughter Meredy."

"Hi there." The girl waved "We came to help you guys?"

"Help us?" Laki waddled over.

"Seven Years ago we trespassed on Tenrou Island and saw the state of your guild." Ultear moaned rubbing her abs "They awakened something inside us, a desire to be like them."

"We've been working out ever since." Meredy laughed.

"Well what if I told you your lovers and friends are coming back?" Ultear said.

"What?" we all gasped.

"Impossible." I said "They."

"Do you want to trust us or not?" Ultear said walking off, her ass shaking.

Bisca, Laki, Kinana and I looked at each other before following the two new women out, even if it was just a chance we had to take it.

* * *

**Later**

We went to Hargeon and got on a boat that sailed us out to sea,

"Do you see that?" Bisca asked.

"Hmm-What?"

I looked out and saw a small buff blonde girl floating above the water, she swirled her hands and soon the island reappeared before us.

We quickly docked and chased after this floating cutie. This girl led us around the island, slowly we started to find the missing girls, Erza, Ever, Wendy, Lisanna, soon though I found Lucy. But there was one problem with the missing girls.

"What happened?!" They all yelled when they saw themselves.

"W-We're…" Lucy gulped "THIN AGAIN?!"

The girls had all reverted back to a more natural size, a hundred and some odd pounds each no muscle at all.

"I'm sorry." The ghostly girl explained "When I used the spell to put you in stasis to avoid the last attack you went to sleep for seven years. Your bodies needed to sustain themselves for seven years so they removed maintain your muscle to survive."

"I see…" Erza frowned "Thank you first Master."

"This is the first Master?" Lucy asked.

"I'm first Master Mavis." The half-ton woman smiled "I'm happy to see that this look is making a comeback with your generation, it was popular in mine but fell out of favor a hundred or so years back after I died. Keep up the good work I'm sure you'll all be back to peak in no time at all."

* * *

**Later**

**NO POV**

For a while the guild wallowed in dissatisfaction, upset that they had lost all their beautiful muscle, but soon Ultear came to them with a solution that would skip them digging into their steroid supply.

"I'm ready." Ultear walked over towards a group of girls struggling to work out as well as they used too.

"Ready for what?" Erza asked.

"I've been planning and I believe I can use my magi to restore you all back to how you were seven years ago." The woman smiled "But I'm not utterly sure it will work."

"I'll be the test." Lucy walked up.

"Wonderful." Ultear smiled **"Ark of Time!"**

"UGH!" Lucy groaned as magic overcame her.

Suddenly her clothes pulled tight on her as she began to grow bigger and buffer, her deltoids popped to life, her breasts rose powerfully as her pectorals stretched, her arms got large and strong once more as she fully returned to her amazon like look.

"RAHHH!" she flexed "I'm back!"

"Next!"

"No me Next!" Every girl begged to be fixed first.

"Form a line." Ultear laughed.

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future!**

**Till Next Time!**

 


	20. Ultear and Meredy

_Italics indicate thinking_

* * *

**Meredy's POV**

Ultear and I had been at Fairy Tail for about a week, we were fitting in, pumping iron and looking good.

"HNGH" I grunted doing deadlifts with Lucy, Juvia, Cana, Lisanna and Angel, all of us covered in sweat and looking good.

"Ouf." I wiped my forehead off.

"Nice job." Lucy commented about my lifting.

"Thanks." I laughed "It's nice to have such good equipment here."

"You know Meredy I've been meaning to ask, what kind of magic do you use?" Lisanna said stopping her sit ups.

"My magic is special." I said as my hands glowed pink "Maguilty Sense!"

I activated my magic and everyone's wrists glowed pink.

"What's this?" Cana asked.

"You'll see." I giggled reaching over and giving Juvia a playful smack on the ass.

"OHH!" the girls all gasped together.

"What was that?" Lucy gasped

"My magic is perfect for a guild like this." I smiled "It allows people to share feelings and emotions, one of which is pleasure so when a connected person feels something." I rubbed my clit through my shorts and we all moaned "We all feel it!"

I reached around and spanked Cana's rear, feeling a pressure on my own ass. Soon everyone was excited to be sharing the pleasure. Lucy started bouncing Lisanna's tits around and I we all moaned when Juvia began to kiss and rub Angel. My pussy started gushing when Cana began masturbating, Soon all of us were pumping our fingers into our pussies, multiplying our arousal by five.

"Yes…Yes…OHHH!" I screamed as juices sprayed out of me, the same happened to the others, gushing out love nectar.

"Oh Meredy." Juvia moaned "I love your magic."

"It'll fit in great here." Lucy moaned.

* * *

**Ultear's POV**

I walked passed the guild door and saw my buff daughter getting her huge tits licked by Lucy, I was pleased that she was finally happy, her dream to fuck with Fairy Tail's amazons finally coming true. I couldn't help but be a little turned on by the sight, Meredy was just so big and jiggled in all the right places, her breasts large, her arms big…hmm.

"GRR!" I heard someone growl behind me and felt hands "This ass looks good."

"Erza." I hummed as the master explored my body.

My toned legs were rubbed by Erza, my whole body shivering in pleasure as she made sure to squeeze me all over. I hadn't know the woman was into being so forward, maybe it was all the muscle on my bones drawing out her predator sensibilities but she was frequently grabbing and rubbing me when she had the chance.

"AAHHH!" I moaned loudly as Erza shoved her head between my cheeks and started licking.

_Oh yeah…this guild is amazing._

* * *

**AN**

**Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.**

**Suggest who you want to see in the future!**

**Next Time- Another Time Traveler Joins the guild.**

**Till Next Time!**


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